Exhibit
10.20
  SPLIT-DOLLAR
AGREEMENT
 THIS AGREEMENT effective October 15,
1996, by and between Imperial Thrift and Loan Association, a California
Corporation (hereinafter called the "Bank"); and George W. Haligowski,
(hereinafter called the "Employee");
  WITNESSETH:
 WHEREAS, the Employeeis a valuable and experienced employee; and
 
 WHEREAS, the parties desire to
establish a split-dollar life insurance plan in order to provide insurance
protection for the benefit of the Employee;
 
 NOW THEREFORE, in consideration of
the services rendered and to be rendered by the Employee and of the mutual
covenants, the parties agree as follows:
 
 1.           PURCHASE
OF POLICY.  The Employee shall apply to Equitable Variable Life
Insurance Company for a life insurance policy on the life of the Employee in the
face amount of $1.2 million and on the Flexible Premium Variable Life Plan. The
Employee will agree to a medical examination as required by the insurance
company and shall sign any form as requested by the insurance company as
required for the issuance of the policy.
  2.           OWNERSHIP
OF THE POLICY.  The Employee shall be the owner of the insurance
policy on the Employee's life identified in Exhibit "A" attached hereto and made
a part hereof, and may exercise all rights of ownership with respect to the
policy except as otherwise hereinafter provided.
 
 3.           PAYMENT
OF PREMIUMS ON POLICY.
 
 (a)           The
Bank agrees to remit to the insurance company issuing the policy and named in
Exhibit "A" (the "Insurer") the entire annual premium due in a timely manner at
the beginning of each policy year.
 
 (b)           The
Bank shall bear and absorb that part of the premium paid each year equal to the
increase in the cash surrender value of the policy for the policy year for which
such premium is paid.
 
 (c)           The
Employee shall pay the Bank the amount, if any, by which each such premium
exceeds the increase in the cash surrender value of the policy for the policy
year for which such premium is paid. The Employee agrees that the Bank may
withhold such amount from his compensation.
 
 4.           ELECTION
OF DIVIDEND OPTION. All dividends hereafter declared by insurer on the policy,
or any part thereof as may be so used, shall be applied to purchase one year
term insurance on the life of the Employee equal to the cash surrender value of
the policy as of the next policy anniversary. To the extent such dividend is not
adequate to purchase the required amount of one year term insurance, such
dividend shall be applied in its entirety to purchase one year term insurance to
the extent possible. Any portion of the dividend not used to purchase one year
term insurance shall be applied to reduce premiums.
 
 
  5.           COLLATERAL
ASSIGNMENT FOR BENEFIT OF CORPORATION. The Employee shall execute and cause to
be filed with the insurer a collateral assignment of the policy to the Bank as
security for the payment of any indebtedness of the Employee to the Bank as set
forth in Paragraphs Six and Seven. Such collateral assignment shall be attached
and make a part of this agreement and referred to as Exhibit "B".
 
 6.           DISPOSITION
OF POLICY PROCEEDS. Notwithstanding any beneficiary designation made on the
policy, the Bank shall be entitled to the following amounts from the
policy:
 
 (a)           Death
of Employee -- At the Employee's death the Bank shall be entitled to an amount
equal to the total premiums paid by the Bank.
 
 (b)           Termination
of Employment for Reasons Other Than Death -- In the event of termination of
employment other than by reason of death, the Bank shall be entitled to receive
an amount equal to the cash surrender value of the policy as of the date to
which premiums were paid at the time of the Employee's termination of
employment, increased by any unpaid dividends allowed for the year in which the
termination occurs, plus any unused portion of the premium payment, less any
indebtedness to the insurer on the policy.
 
 (c)           Termination
of Agreement -- In the event of the termination of this agreement, the Bank
shall be entitled to receive an amount equal to the cash surrender value of the
policy as of the date to which the premiums were paid at the time of the
termination of the agreement, plus any unpaid dividends allowed for the year in
which the termination occurred, plus any unused portion of the premium, less any
indebtedness to the insurer on the policy.
 
 7.           TERMINATION
OF AGREEMENT. This Agreement shall terminate on the occurrence of any of the
following events:
 
 (a)           Cessation
of business by the Bank except in the event of the
 acquisition
of all or substantially all the assets or shares of the Bank by another company
or a merger or consolidation with another company if immediately subsequent to
such event the Employee is employed by such acquiring company or the surviving
company of such merger or consolidation;
 
 (b)           Written
notice given by the Employee to the Bank or by the Bank to the
Employee;
 
 (c)           Termination
of the Employee's services with the Bank; or
 
 (d)           Bankruptcy,
receivership or dissolution of the Bank.
 
 8.           DISPOSITION
OF POLICY ON TERMINATION OF AGREEMENT. If this agreement is terminated under any
subsection of paragraph Seven, the Employee shall have thirty (30) days from the
date of the event causing such termination in which to pay the Bank an amount
equal to that which would be payable to the Bank under paragraph Six had the
Employee terminated his employment on the date said payment is made. Upon
payment of such amount to the Bank the Employee shall be entitled to receive
from the Bank a release of the collateral assignment described under paragraph
Five of this agreement.
  
  9.           INCLUDABLE
INCOME.  The employee shall be responsible for determining the amount,
if any, includable in his gross income for Federal income tax purposes as the
result of this agreement.
 
 10.         LIABILITY
OF LIFE INSURANCE COMPANY. It is understood by the parties that in issuing
policies of insurance pursuant to this agreement, The Equitable Life Insurance
Company shall have no liability except that set forth in the policy. Said
insurance company shall not be bound to inquire into or take notice of any of
the covenants herein contained as to such policies of insurance, or as to the
application of the proceeds of such policy. Upon the death of the insured, said
insurance company shall be discharged from all liability on payment of the
proceeds in accordance with the policy provisions without regard to this
agreement or any amendment hereto.
 
 11.         AMENDMENTS.
Amendments may be made to this Agreement by a writing signed by each of the
parties and attached. Additional policies of insurance on the life of the
employee may be purchased under this agreement by amendment to paragraph
One.
 IN WITNESS WHEREOF, the parties have
set their hands and seals, the corporation by its duly authorized officer, on
the day and year above written.
 WITNESS:
                EXECUTED
      BY:
 
 George J. Guarini
      /s/
                Michael L. Mayer
      /s/
 Michael
      L. Mayer
 Corporate
      Secretary
 
 
 Rica Lindsey
      /s/
                George W. Haligowski
      /s/
 George
      W. Haligowski
 Employee